SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

May 18, 2017

Via E-Mail
Mr. Martin A. Sumichrast
Chairman, Chief Executive Officer , and President
Level Brands, Inc.
4521 Sharon Road, Suite 450
Charlotte, NC 28211

Re: Level Brands, Inc.
Amendment 1 to  Draft Registration Statement
Submitted May 2 , 2017
  CIK  No. 0001644903

Dear Mr. Sumichrast :

We have reviewed your amended draft registration statement and have the
following comments.  In some of our comments we may  ask you to provide us
information so that we may better understand your disclosure.

Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR.  If you do not believe that our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing the information you provide in response to these comments and
your amended draft registration statement or filed registration statement, we may have
additional comments.

General

1. Please provide updated interim financial statements and related disclosures as
required by Rule 8 -08 of Regulation S -X.

2. Please be adv ised we will more fully evaluate the fair value determinations that you
used in equity transactions when you provide or file an amendment that includes the
estimated offering price.  At that time, please provide us a quantitative and qualitative
analysis t hat explains any material differences between the estimated offering price
and the fair value determinations that you used in recent equity transactions.  In

Mr. Martin A. Sumichrast
Level Brands, Inc.
May 18 , 2017
Page 2

 regard to your response to prior comment 29, please explain to us the differences
between the per share cash price paid for your stock in the most recent private
placement that occurred in fiscal year 2016 and the fair value determinations that you
used in subsequent equity transactions.

Prospectus Summary, page 5

3. The marked version of your amended draft registration statement does not reflect the
revision on page 6 made in response to comment 7 in our March 8, 2017 letter.
Additionally, the marked version of your amended draft registration reflects revisions
where no revisions are made.  For exampl e, refer to the risk factor “Kathy Ireland is
not an officer or director of our company…” on page 12.  Ensure in future filings that
the marked version reflects accurately where revisions are made and does not reflect
revisions where no revisions are made.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Intangible Assets, page 32

4. We note your response to prior comment 12.  Please disclose and discuss the
circumstances that would require y ou to assess intangible assets for impairment other
than at an annual assessment.  Please also disclose and discuss how you determine the
fair value of intangible assets, including any key assumptions underlying your most
recent impairment analysis.  If yo u use discounted cash flows to determine fair value,
please disclose the time period when you assume positive cash flows.

Kure Corp., page 39; NuGene International, Inc., page 39

5. Advise what consideration you have given to filing the license agreements with Kure
Corp. and NuGene International, Inc. as exhibits to the registration statement.  See
Item 601(b)(1 0) of Regulation S -K.  We note that these agreements are also
referenced in the consulting agreements that you have with Kure and NuG ene
International , which are filed as Exhibi ts 10.26 and 10.27.   Please also ensure that
upon filing these license agreemen ts that  you include all exhibits.

Encore Endeavor 1 (EE1), page 40

6. We note your response and revisions made to disclosure in response to comment 14
in our March 8, 2017 letter.  In the sixth paragraph under this subheading, please
elaborate on the basis for your characterization of why your contractual agreements
with BMG Rights Management are “expected ,” the current status of any such
agreements, and their general nature.  If true, please also clarify that there can be no
assurance that you will be suc cessful in actually entering in to any of the expected
agreements.

Mr. Martin A. Sumichrast
Level Brands, Inc.
May 18 , 2017
Page 3

 7. Please tell us what consideration you have given to filing the March 2017 agreement
between EE1 and Multi -Media Productions, which is briefly described on page 40, as
an exhibit to the regist ration statement.

Representatives’ Warrants, page 62

8. We note your response to comment 23 of our March 8, 2017 letter, including your
statement that you are not registering the representatives’ warrants  but only the
common stock underlying the warrants.  Please revise  your fee table to clarify this  as
it currently suggests you are also registering the issuance of the warrants.

Consolidated Financial Statements

Consolidated Statements of Cash Flows, pages F -3 and F -4

9. Please explain the “non -controlling i nterest transfer .”

Note 4 – Convertible Promissory Notes, page F -8

10. We note the additional disclosures that you provide regarding the $2,125,000 of 8%
convertible promissory notes and warrants which you issued in October 2016;
however, it remains unclear to us how you considered if the notes include a beneficial
conversion feature.  As indicated in prior comment 31, please specifically address the
per share conversion terms of the notes relative to the per share cash price paid for
your stock in the most r ecent private placement that occurred in fiscal year 2016.

Note 11 – Subsequent Events, page F -12

11. We note your response to prior comment 31 regarding your acquisition of a 51%
interest in IM'1 in exchange for 583,000 shares of common stock and your acqui sition
of a 51% interest in EE1 in exchange for 283,000 shares of common stock.  Please
address the following in your updated financial statements:

 Disclose how you determined the number of shares that you issued and how
you determined the fair value of t he shares you issued, including how that fair
value compares to prior fair value determinations and to the estimated offering
price;

 Quantify and disclose the specific nature of the assets that you acquired as the
result of each transaction and explain ho w the assets will be accounted for;
and

Mr. Martin A. Sumichrast
Level Brands, Inc.
May 18 , 2017
Page 4

  Tell us each transferor ’s historical cost basis, determined under GAAP, for the
assets acquired and explain your consideration of the requirements of SAB
Topic 5G.

Note 2 – Intangible Assets, page F -25

12. We note you r response to prior comment 27.  Please disclose the amount and nature
of the consideration that you paid to acquire certain assets from BPUNY, including
how you determined the percent to be retained by the non -controlling interest and the
fair value of th eir interest.  If the consideration did not include cash, please tell us the
transferors’ historical cost basis, determined under GAAP, for the assets acquired and
explain your consideration of the requirements of SAB Topic 5G.  Please also explain
the app ropriateness of reflecting a non -controlling interest related to an asset
acquisition.

Undertakings , page II -4

13. We note your response to comment 33 of our March 8, 2017 letter.  While the firm
commitment offering of common stock may be conducted under Rul e 430A, the
offering of shares underlying the warrants appears to fall within the scope of Rule
430C.  Please include the undertaking required by Item 512(a)(5)(ii) of Regulation S -
K, which would relate to any other prospectuses filed in connection with th at portion
of the offering .

Exhibit 10.15

14. As requested in comment 35 in our March 8, 2017 letter, please refile Exhibit 10.15
in its entirety.

Exhibit 23.1

15. Please file an independent auditor’s consent with your initial public filing.

Mr. Martin A. Sumichrast
Level Brands, Inc.
May 18 , 2017
Page 5

 You may contact Melinda J. Hooker , Staff Accountant, at (202) 551 -3732  or
Anne M. McConnell , Staff Accountant , at (202) 551 -3709  if you have questions about
comments on the financial statements and related matters.  You may contact Edward M.
Kelly, Special Counsel, at (20 2) 551 -3728 or me at (202) 551 -3765 if you have any other
questions .

Very truly yours ,

      /s/ Pamela A. Long

      Pamela A. Long
      Assistant Director
      Office of Manufacturing and Construction

cc: Via E -mail
 Brian A. Pearlman, Esq.
 Charles B. Pearlman, Esq.
 Pearlman Law Group LLP
 2200 Corporate Boulevard, N.W., Suite 210
 Boca Raton, FL 33431